Kissing Lessons
by Evelyn True
Summary: It's the night before the taping of "Flesh and Stone", and Karen Gillan has a proposition for one Matt Smith. But, will he oblige? Real person fic, Matt/Karen.


Kissing Lessons

A Doctor Who RPF (Matt/Karen)

Set before the taping of Flesh and Stone

"Matt!" A loud rapping noise resonated throughout the sleeping actor's trailer. "Matt!" Even from the bedroom, Matt Smith could hear her voice, hushed but urgent, from outside. "Matt, it's cold, and I swear to God, I'll break down this door, let me in!" Rubbing his bleary eyes, he wrapped his comforter about his shoulders and lumbered to the door, opening it after fumbling with the handle. She bolted into the room, shaking her long ginger hair out of a knit cap as she did so. "You couldn't have come any faster?"

"Well, unlike you, some of us who work a long day actually sleep. Especially when one has to be up again in _three hours _to do a night shoot." He yawned, rubbing his eyes once more. "What are you doing here, Kaz?" Karen blinked her wide hazel eyes at him, crossing her arms.

"I'm on a mission!" She exclaimed, turned about and flicking on lights in the trailer. Matt moaned, his eyes not yet used to the bright lights.

"I can see that, Kaz, but what, exactly, is the mission?"

"You'll see when we get there!" She spun around, grabbed her cap off of the table, and turned to face Matt.

"We're going somewhere?" It was getting colder out, and it was late at night. This was not exactly how he saw himself spending his few hours of supposed sleeping time.

"Yes, and – " She noticed his comforter, swaddled around him like a great hulking overcoat, and his utter lack of a shirt or pants. "-For the love of goodness, would you _please _put some pants on?" she shrieked. Matt made a noise of embarrassment and wrapped the blanket around him even more tightly.

"Right, yes, pants, good, sorry! I'll be just a mo'." He scurried off into the bedroom, scrambling to find clothing. He threw on a t-shirt and a pair of worn jeans over his knickers and stuck his gawky feet into a pair of trainers. When he walked back out into the living room of the trailer, Karen's long limbs were draped over the couch as though she owned the place. She glanced up at him and immediately leapt up, grabbing his arm and dragging him out the door. "Wait, wait, I haven't even got a coat on!" he cried, struggling to reach for his long wool coat.

"No time!" she trilled, pushing him out the door and locking up the trailer (with the keys she nicked from his pocket) behind her. The air was cold and the wind howling as Karen herded him through the metallic garden of trailers. The sky was so dark and overcast that only a few tiny stars could shine their lights through.

"Karen, what the hell, where are we-"

"Shh!" she whispered, her voice sharp. "Just come!" She propelled him around a corner, and before he knew it, Matt was staring at the door that led onto the TARDIS set.

"Wait, what? We're not supposed to be on set while we're not filming." Matt backed up and looked warily at Karen.

"Where's your adventurous spirit? Come along, Smith," she trilled, swinging the keys in front of him.

"How did you-?" His eyes narrowed. She must have nicked them from a producer. "Does Steven know he cast a kleptomaniac?"

Karen only laughed.

"In we go!" Jimmying the lock open haphazardly with the key, she inched the notoriously squeaky door open slowly and slid inside. Matt cast a paranoid glance backwards. The lot of trailers were stoic and frigid, the crew members and producers sleeping unknowingly inside. There wasn't a sound or a movement for quite a ways. Sighing and squeezing his eyes tight, he slid inside.

Dark and empty, the TARDIS set loomed. It was quite a thing to behold. Even Matt, his brow still knit into a worrisome frown, could appreciate the fanboy's fantasy that was laid out in front of him. The TARDIS set, deserted at night. There was nothing quite like it. Matt only had a moment to appreciate his privilege before Karen was hissing at him from behind a bevy of wires and metal structures. "Come on!" She waved him towards her. "We're not stopping here!" She ducked behind another doorway and, quick as a whippet, was out of his sight.

He wove around the set, trying his best to avoid tripping and falling in the dark. His gangly legs stretched over various bulky pieces of technology that were left by the crew. Before he could catch himself, his foot collided with a boom mic stand, and he stumbled over, nearly falling.

"Ow!" he cursed under his breath. From beyond the doorway, he heard Karen double back to see what was the matter.

"What did you do, trip?" She whispered. "Oi, get up! I've been waiting!"

Matt picked himself up of the floor and dusted off his trousers.

"Thanks for the help, Kaz." His voice rose with good-natured sarcasm. Karen giggled.

"Oh, you're fine. There comes a time, Time Lord, when every clumsy little boy must learn to scrape his knees!" Even without seeing her face, Matt could hear in her voice that Karen was reveling in quoting older Who episodes. She would never let on to anyone but him; she was a closeted Whovian and had a secret passion for quoting her favorite episodes. Matt chuckled and continued to follow Karen, feeling along the wall with his long fingers.

Finally, Karen pushed open another door and slid down a hallway, walking into a set that was barely familiar. She felt around on the floor for two large plugs and wires, inserted one into the wall, and plugged the two together. Lights gently rose up, strung along the perimeter of the set. "Here we are." Karen beamed proudly.

"Karen," Matt looked around, dumbfounded. "Why are we on set of…Amy's bedroom?" Indeed, it was a set that the pair had only seen in rehearsal, but Matt recognized it as soon as the lights turned on. There was Amy's bed, her desk with homemade 'Raggedy Doctor' toys, and the exterior of the TARDIS in the corner. Amy's wardrobe was swung open to reveal a simple but beautiful wedding dress hanging on the door. Karen glanced and him with a mischievous smile. She walked over to the desk and picked up Amy's prop doll of the Doctor, in his torn and destructed costume from David's days.

"I'm glad you asked. Look, we're filming this episode and all, and well…I'm not too thrilled about the prospect of, you know, our _smoochy-smoochy time. _You know what I mean?" She fiddled with the doll and snuck a tiny glance back to Matt. He was leaning against the doorframe, arms crossed, a single eyebrow cocked in confusion.

"What are you saying?"

"I'm saying," She spun around and took a step, with obvious trepidation, towards him. "That Billie told me that David was a better kisser than you." The backhanded insult hung in the air. Matt choked a bit.

"What?" He exclaimed, coughing. "I didn't even know you talked to Billie!" He didn't even know how to respond to Karen's blunt assumption that he was a bad kisser.

"Well, I do. And, I know that neither you nor I are exactly looking forward to the kissing scene, what with you having Daisy and –"

"I don't." Matt interjected. Karen stopped her monologue abruptly.

"What?"

"I don't." He repeated, looking at the floor. "Have Daisy anymore, I mean. She broke up with me. We're on a…break. I don't know if it's permanent or not." He peeked up at Karen through shaggy hair. She was somewhat stunned by this news.

"Oh." She responded simply, staring past him in thought. "Well, then, I suppose you'll have no qualms about this then."

"About what?" He was still confused as to why they were standing here, trespassing on the set of Amy's bedroom, in the dead of night. It was all so ludicrous and all so Karen. "You still haven't told me why we're here, you know."

"Matt, look, I just want this scene to go without a hitch, and, to be honest, the world would shudder if they knew that the Eleventh Doctor was a sloppy kisser. I'm giving you kissing lessons."

"Are you serious?" Matt exclaimed, reeling slightly. "I'm not a sloppy kisser!"

"Maybe not, but still. The public expects you to be a sex god. The first step to that is mastering the art of kissing, which I have on good record that you have yet to do. Now come on. You and Daisy are kaput, at least for the time being, so you should have no issues with doing this. Just think of it as…an artistic investment." She plopped down on the bed and patted the patch of comforter next to her. Matt shook his head.

"You're crazy, Kaz. Absolutely bloody crazy."

Karen pursed her lips and gave him a queenly stare. Clearly, he didn't think she was serious. That just wouldn't do.

"Is that so?" In one fluid, primal motion, she lifted herself off the bed, and pressed her body onto his. Their lips met in a sort of frenzy, hers rendering his useless. She could feel the cold of the outdoors still lingering on his clothes, on his body, on his skin. Matt didn't know what to do with his body. Here was lovely, madcap Karen, running her hands through his hair, her lips moving against his, and the only thing he could think of to do was jump back.

"What are you doing?" he screeched. Karen stepped backwards with a smile and wiped her lips with the back of her hand.

"You see? Messy." She grabbed him and pulled him closer, running a single cold finger against his skin under the thin neckline of his shirt. "It can be _so _much better than that." Their lips were almost touching again, and Matt awkwardly squirmed. It wasn't that he didn't have an attraction to Karen – it was the opposite, actually. He had always been attracted to her. He thought she was beautiful and colorful and overwhelmingly _Karen. _But there had been Daisy since before this job, and it wasn't fair to her to just drop her to pursue his flighty seductress of a co-star. It was simply that he had never experienced this level of forwardness. It made him slightly uncomfortable, but at the same time, here was a unique experience that had Karen Gillan written distinctly all over it. If not now, when? Here was his chance, and even if he was gawky and odd about it, he was taking it.

Karen strut back to the bed, still speaking. "Kissing is the best. Out of all the sort of sexual things, I mean. It's so tactile. When it's done well, it's just…" She shivered, and grinned. "Perfect." She sat back on the bed, crossed her long legs, and rubbed the spot next to her again. Matt took a deep breath and sat down next to her. She turned to him with her large hazel eyes and whispered in his ear conspiratorially, as though there were other people watching. "It's okay. We're friends, right? We're comfortable around each other. Don't be worried about being awkward. I know you, I'm Karen. Just…relax." She smiled, a genuine, sweet smile, and squeezed his hand. Matt felt every coil inside of him slacken. Karen pushed her silky ginger hair aside. "Okay. So when you're going in for a kiss, sometimes the moment before your lips even touch is the most important part. So don't attack it too much, make it gentle at first, you can rev it up later. You want to try it?" She looked to him encouragingly.

"Are you sure about this?" He swallowed hard. He didn't think he would ever be this nervous about a kiss, about kissing this particular girl. Maybe having his confidence cut down by reports from past encounters had something to do with it, or maybe it was the tangible fantasy of having his gorgeous co-star inviting him to kiss her that did it. Karen only nodded. Matt exhaled and leaned towards her. Karen tilted her body forward slightly as well, just enough that she was inviting, but that he would have to do most of the work. He skimmed his fingers along her chin and brought his lips closer. They were nearly touching now, her pink flushed lips slightly parted, his mouth trembling almost imperceptibly with anticipation. There was a moment of shared breath, and then – contact. His lips pressed against hers, gentle and nervous at first, and then more urgent. For fear of getting carried away, he pulled away. Karen kept her eyes closed and smiled as he let his hand drop from her face.

"Good." She sighed, then opened her eyes. "Don't be so scared, Matt!" She laughed, a childish giggle. He ran a hand through his hair.

"But, that was okay?" He asked, fiddling with his hair. "That was alright?"

"That was more than alright!" She exclaimed, taking his hand back into hers. "Now try getting into it more." She laced his fingers with hers, and motioned for him to lean in for another go. Little did she know, it would be easier for him to 'get into it' than she suspected. He leaned in and kissed her again, moving his lips more this time against hers. Karen placed one cool hand against his smooth face, and he pulled one hand up and knotted it into her hair. Things grew more intense; Karen's back tilted against the footboard of the bed, and Matt pulling his hand gently from the laces of her fingers to place it in the small of her back. Their lips had worked their way into a funny little rhythm: first slow, then faster, then slow again. With each other, then against each other, then with each other once more. Just as Matt was beginning to feel more comfortable – it wasn't as though he had never kissed someone before, after all, so things were feeling more and more familiar – Karen gently detached her lips from his.

"You about ready to try with some tongue, Smith?" She placed her hand on his chest, and his breathing hitched ever so slightly.

"Absolutely." His voice rang with a sort of determination that sent chills up Karen's spine. In the span of a second, the pair went from looking at each other casually to being pressed up against each other, his tongue sneaking into her welcoming mouth, their lips moving furiously. Eagerly, Matt wrapped his arms around her, but Karen pulled back.

"Aha!" She exclaimed, smiling and thumping him on the chest. "That's your problem, then!"

"That's my problem? What's my problem? You seem all too excited about the prospect of me having a problem, you know. I thought I was doing fine. Well, I thought I was doing great, actually –" Embarrassed, Matt ran a hand through his hair, hoping that his nervous habit would somehow distract from the growing redness of his face.

"You _were _doing great. It's the tongue that's your problem. Don't be embarrassed, it's something a lot of people have trouble with. It's a weird thing to learn. Sloppiness is only natural." Noting his discomfiture, she grabbed his chin and tilted it towards her, forcing him to look her straight in the eyes. "Don't give up on me now, love." She smiled gently, and Matt felt his stomach plunge down to his trainers. Something about the lilt of her voice, the pet name, the smile, propelled him to lean forward and kiss her again. It wasn't a lustful kiss, rather, it was a boyish peck. Any outside viewer might have seen it as silly and childish, the way he planted his mouth onto hers, surprising her, and then pulling away. But to Karen, it was just right. As he pulled away, she couldn't help but giggle.

"Where're you going?" She purred, grabbing him by the shirt and pulling him close to her once more. This time, the kiss was longer, lustful, all tongues and lips and the tiny sounds of lips connecting and separating. Matt couldn't help but think that all this time, Karen had a secret talent – she was a wonderful teacher. She led him with her body language, her small movements telling him what to do, where to go, how to move. "Less tongue, more lips." Her words sounded almost like a moan into his mouth. Their pace slowed, and Matt's body relaxed. His hands were on Karen's slim waist, her fingers skimming down his chest, practically reaching his nether regions. Just as it was about to be more than he could handle, Karen's body pressed tightly up against his in a fit of unbridled desire. Matt felt the mood change almost imperceptibly, but it was there. School was no longer in session; this was recreational time. He didn't question it, he didn't ask her what it meant or what she wanted or where it would lead. He just let his more primal side take over. Inhaling deeply through his nose, he let his body rise up to meet hers, so that they were intertwined in a kneeling position on the bed. Still attached at the lips and the hips, Matt saw this as a good a time as any to blurt out what was on his mind.

"You're so beautiful." The words came out in a flood, it was all he could think and all he could manage to say. The anxiety of waiting for her response made him stop breathing for what seemed like hours. In the twinkling glow of the white holiday lights hung around the room, her eyes sparkled as she tossed back her hair.

"You're crazy," she responded, kissing him again. In truth, she wanted the same things that he did, she had wanted them for a while, but never knew how to say them. That kiss, a punctuation mark on the end of an otherwise meaningless phrase, sealed the deal. "And good at this."

They tumbled backwards on the bed, all sprawled out, gangly limbs and hands falling into each other's hair. Matt flipped over so that he was on top of Karen, straddling her as her hips bucked up to meet his. She laughed out loud, an uncontrolled snigger at her own urges. Matt quieted her with another kiss.

"Did I mention," she said, talking out of the side of her mouth as he ravished her with kisses, "That you are really, _really _good at this?" The end of her sentence was accented by an astonished laugh. "I mean, I knew you weren't going to be totally hopeless, but I don't know who Billie thought she was – oh, my _God-" _Her longwinded compliment was cut short by her sharp intake of air as Matt's lips left hers to travel down her neck, sensuously kissing the hollows of her throat and the curve of her collarbone. Her toes curled inside her high heeled boots. "For someone so awkward, I never expected-" Matt pushed the fabric of her sweatshirt aside and kissed the patch of skin just barely above her breasts. "-_this!" _Karen gasped. She could feel Matt chuckle at her neck.

"Oh, you underestimate me, Gillan." He gently pulled his weight up more, dipping his head down to kiss her on the lips while her hands struggled to pull his t-shirt up over his head. As the shirt came off, he lowered himself back down. Karen savored the feeling of his body on top of hers, even if it was through layers of clothing. All those hours of admiring Matt's goofy grin and bizarrely sexy, thin frame from afar, all those days spent becoming the closest of friends, added up to this. And she felt so content, as did he, that she didn't want to stop and ask what they were intending to do once these fleeting moments were over. It didn't matter. He was here, she was now, and whatever happened, they would let happen.

Matt slid his hands under the thin layer of fabric that covered her, and let his hands drift up her stomach, sending goose bumps along her skin. He laid a kiss on the soft skin of her tight belly, and tried to move his lips up her torso, only to be stopped by an impatient Karen, who sat up to pull his chin towards her and kiss his lips, fiercely. Her nails nearly dug into his back as he pulled her around him and felt the lace of her bra, dancing over the underwire and skimming over her taut nipples with his thumbs as he gently cupped her breasts. Their activity had reached an orchestral peak, their lips never leaving each other and their bodies struggling to stay in constant contact under the fray of intense want.

_Want. _That's the only way either of them could describe it. Karen wanted Matt to be hers since he put her at such ease for her stunts in the second episode, since he teased her about not doing laundry, since he obliviously (and somehow, endearingly) knocked over her coffee with the guitar on his back at a read through. Matt wanted Karen since the moment she flounced onto set in her nightie costume, since she wrote him a dorky poem for their first episode together, since she laid her head onto his shoulder after a long day of filming on a frigid roof. This was not a mere physical ecstasy, this was the joy of best friends finally, _finally _getting to kiss, to touch, to show something other than a platonic, apathetic relationship.

"Matt," Karen whispered as their pace slowed, and he could feel the hint of a smile under his lips. "The crew is going to be in here soon to set lights."

"Can't they wait? I'm the Doctor." Karen could practically see that swagger of his, even with her eyes closed. She leaned forwards and kissed him deeply one last time. He tasted of tea with honey, not sugar, and his skin carried the scent of fabric softener and the late fall air and the slightest hint of cologne. He lingered in the soft taste of her lips on his before she pulled away, rolling her sweatshirt back down her exposed stomach and back.

"We've mussed the bed! They'll know someone was here." She smiled, pushing her hair behind her ears and haphazardly helping Matt back into his shirt.

"They'll never expect-"

"I know."

"But, listen, Karen, I want-"

"Me too."

Matt let a chuckle of disbelief escape his lips, and Karen smiled a genuine grin. He grabbed her hands and held them in his lap as they sat facing each other, stroking her palm with his thumb, just basking in her smile.

"Hey, Matt?"

"Yeah?"

"You're a fast learner," he smiled bashfully.

"Thanks."

There was a few more moments of blissful silence. Karen bit her lip, and Matt knew she had something to say.

"Hey, Matt?"

"Yeah?"

She slowly untangled her long legs, never taking her eyes off of him. He sat watching her back out of the room, a playful smile dancing across her glowing face. She stood in the doorway, a vision of flushed cheeks and rumpled hair, and tilted her chin towards him.

"To be continued?"

He gazed at her, and took a second, just a single second, to marvel at his luck. His dream job, his dream life, and now, his dream girl, standing in the door way, waiting to pursue something _real _with him.

"Yeah, Kaz. To be continued." He gave a cocky smile. Karen's eyes twinkled.

"Good." The words fell from her lips seductively, in a half-whisper, as she leaned down, exposing her bare collarbone, the curve of the top of her breasts, as she reached out-

And unplugged the lights. The room was flooded with instant darkness. The last Matt heard of her was her infectious giggle, and she was gone.

He laid back on the bed, elated. Matt Smith took inventory of his appendages, and noted the apparent tingle in his fingers, on his lips, and in his heart. Kissing lessons. Karen. Crazy. He sighed to himself in the night.

"That girl." That wonderful, wonderful girl indeed.


End file.
